Exhibit 10.8


 


June 20, 2008


 


Franck Gougeon


4729 Annaway Drive


Edina, MN 55436


 


Re:  AGA Medical Holdings, Inc.
Board of Directors


 


Dear Mr. Gougeon,


 


On behalf of AGA Medical Holdings, Inc. (“AGA”), we are pleased to
confirm the terms on which you will continue your service as a member of the
Board of Directors.  Your membership on
the Board of Directors is as a Gougeon Designee pursuant and subject to the
terms of this engagement letter and that certain Amended and Restated
Stockholders Agreement dated April 21, 2008 by and among AGA and its
stockholders, as amended from time to time.


 


Board Seat and Term.  You will fill the seat which you currently
occupy.  The initial term of your
appointment and election shall be for the three year period ending on the later
of the third annual meeting of stockholders following the filing of the Amended
and Restated Certificate of Incorporation of AGA which is attached as Exhibit B
to the Amended and Restated Stockholders Agreement or the third anniversary of
this engagement letter.  You will serve
as a concurrent director of AGA Medical Corporation, a wholly owned subsidiary
of AGA Medical Holdings, Inc., and of Amplatzer Medical Sales Corporation,
a wholly owned subsidiary of AGA Medical Corporation, and serve on various
committees of each such Boards of Directors as appointed or elected.


 


Commitment.  You will devote reasonable and sufficient
time and attention to your service hereunder and to the advancement of the
business and interests of AGA Medical Holdings, Inc., its subsidiaries and
affiliated entities, and make yourself available for in-person and telephonic
communications as reasonably requested. 
During your service, you will not undertake any outside activity that
could reasonably give rise to a conflict of interest or otherwise interfere
with your duties and obligations hereunder.


 


Compensation.  You will receive the same compensation and
stock options as received from time to time by the independent directors.  Presently, the compensation and stock options
are as follows:


 


A.           an annual retainer of
$12,500, payable in full upon being appointed to the Board of Directors and
each anniversary thereafter during your term of service;


 


B.             a fee of $2,500,
payable for each meeting of the full Board of Directors (but not for any
committee of the Board) attended by you in person (as opposed to
telephonically) as a director;


 

















 


C.             a fee of $500,
payable for each meeting of the full Board of Directors (but not for any
committee of the Board) attended by you telephonically as a director;


 


D.            an annual grant of
options to purchase 15,000 (subject to proportionally adjustment for stock
splits, combinations and the like) shares of common stock of AGA Medical Holdings, Inc.,
pursuant to the terms and conditions of the existing AGA Medical Holdings, Inc.
stock option plan and subject to the terms and conditions of your individual
option agreement, such options to be issued as of the date you are appointed to
the AGA Medical Holdings, Inc. Board of Directors and on each anniversary
thereafter, up to a maximum of 45,000 total option shares for the initial three
(3) year term; and


 


E.              reimbursement of
out-of-pocket expenses incurred by you in connection with attending meetings of
the Board of Directors (or any committee thereof) in person as a director.


 


Options. 
Stock options granted to you will (i) have a strike price equal to
the fair market value of the common stock of AGA Medical Holdings, Inc. on
the date of grant, (ii) vest immediately when granted, and (iii) will
have a ten (10) year term.  If your
service is terminated by you with thirty (30) days’ written notice, or by your
death, you or your estate shall retain vested options and option shares;
provided, however, that options not exercised within ninety (90) days of such
termination will be forfeited.  If your
service is terminated by you without thirty (30) days’ written notice or by the
shareholders of AGA for Cause, all vested and unvested options and option
shares shall be forfeited.


 


Confidential Information.  “Confidential Information” means any and all
information of AGA Medical Holdings, Inc, AGA Medical Corporation, Amplatzer
Medical Sales Corporation, and any other related or affiliated entities
(individually and collectively “AGA”), that is not generally known by others
with whom AGA competes or does business, or with whom AGA plans to compete or
do business, and any and all information which if disclosed by AGA would assist
others in competition against AGA. 
Confidential Information includes without limitation such information
relating to (i) the development, research, testing, manufacturing,
marketing and financial activities of AGA, (ii) all products planned,
researched, developed, tested, manufactured, sold, licenses, leased or
otherwise distributed or put into use by AGA together with all services
provided or planned by AGA during the term of service (collectively “Products”),
(iii) the costs, sources of supply, financial performance, business plans
and strategic plans of AGA, (iv)  the identity and special needs of
customers of AGA, (v) the people and organizations with whom AGA has
business relationships and those relationships, (vi) any information that
AGA has received or may receive hereafter from others with any understanding,
express or implied, that the information not be disclosed, and (vii) any
and all information previously disclosed to you by AGA which otherwise would
constitute Confidential Information hereunder.


 

















 


You acknowledge that AGA continually develops Confidential Information,
that you may develop Confidential Information for AGA, and that you have in the
past and may in the future learn of Confidential Information during your
service.  You will comply with the
policies and procedures of AGA for protecting Confidential Information and you
will never use or disclose to any person or entity (except as required by
applicable law or for the proper performance of your duties and
responsibilities to AGA) any Confidential Information obtained by you incident
to your service.  You understand that this
restriction shall continue to apply after your service to AGA terminates,
regardless of the reason for such termination. 
You acknowledge that all documents, records, tapes and other media or
every kind obtained by you containing Confidential Information are the
exclusive property of AGA and shall be returned to AGA immediately upon the
termination of your service to AGA, regardless of the reason for such
termination.


 


Restricted Activities.  You agree that some restrictions on your
activities during and after your service to AGA are necessary to protect the
goodwill, Confidential Information and other legitimate interests of AGA.


 


During your service to AGA and for twelve (12) months after your
service to AGA terminates, regardless of the reason for such termination, you
will not, directly or indirectly, whether as owner, partner, board member,
investor, consultant, agent, employee, co-venturer or otherwise (other than
through ownership of publicly-traded capital stock of a corporation which
represents less than one percent (1%) of the outstanding capital stock of such
corporation), (i) compete with AGA in any business related to the
developing, selling, licensing or otherwise providing products similar in
purpose, design or function to the Products and related services to physicians,
hospitals or other medical establishments in the United States or such other
business activities which AGA shall conduct or intend to conduct as of the
termination date, or (ii) undertake any planning for any business
competitive with AGA.


 


During your service to AGA and for twelve (12) months after your
service to AGA terminates, regardless of the reason for such termination, you
will not, directly or indirectly, (i) hire, attempt to hire, or assist any
other person to hire or attempt to hire, any employee or independent contractor
of AGA or who was an employee or independent contractor of AGA within six (6) months
preceding such hire or attempt to hire, (ii) solicit or encourage any
employee, independent contractor, customer or vendor of AGA to terminate or
diminish his, her or its business relationship with AGA, or, in the case of a
customer, to conduct with any person or entity any business or activity which
such customer conducts or could conduct with AGA.


 


Termination.  You may terminate your service to AGA without
cause upon thirty (30) days’ written notice. 
Subject to the terms of the Amended and Restated Certificate of
Incorporation of AGA, as amended from time to time, your service may be
terminated  by the vote of the shareholders
of AGA for Cause.  The following shall
constitute “Cause” for termination of your services to AGA to the extent
relating to acts or omissions discovered or arising after the date hereof: (i) your
conviction of or plea of nolo contendere to a felony or other crime involving
moral turpitude; (ii) your 


 

















 


substantiated fraud, theft or embezzlement committed with respect to
AGA or in your fiduciary capacity for any other entity; (iii) breach of
your obligations under the Confidential Information and Restricted Activities
sections herein that causes material harm to AGA; and (iv) your willful
and continued failure to perform your material duties to AGA pursuant to
applicable laws, rules, regulations, standards and this engagement letter.


 


Indemnification.  You will have all of the same rights to
indemnification as provided to the other members of the Board, whether pursuant
to applicable law, AGA’s Certificate of Incorporation and Bylaws, each as
amended, or otherwise, but with your choice of counsel in the event that you assert
that there is a conflict of interest between your representation and the
representation of other board members; provided, however, that you will select
from the insurance carrier approved panel counsel for indemnifiable claims
covered by AGA’s directors and officers insurance unless there is an actual
conflict of interest or where otherwise reasonably justifiable


 


Enforcement of Covenants.  You acknowledge that the covenants of the
Confidential Information and Restricted Activities sections herein are
necessary for the reasonable and proper protection of AGA with respect to
subject matter, length of time, and geographic area.  You further acknowledge that, were you to
breach the covenants of the Confidential Information and Restricted Activities
sections herein, the damage to AGA would be irreparable.  You therefore agree that AGA, in addition to
any other remedies available to it, shall be entitled to injunctive relief
against any breach or threatened breach of any of said covenants.  You agree that all of said covenants shall
survive the termination of this engagement letter for any reason.  You further agree that, in the event, any of
said covenants shall be determined by a court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large
a geographic area or too great a range of activities, such covenant shall be
deemed to be modified to permit its enforcement to the maximum extent permitted
by law.


 


Assignment.  Neither you nor AGA may make any assignment
of this engagement letter or any interest herein, by operation of law or
otherwise, without the prior written consent of the other.  This engagement letter shall inure to the
benefit of and be binding upon you and AGA, our respective successors,
executors, administrators, heirs and permitted assigns.


 


Waiver and Modification.  No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party.  The failure of either party to require the performance
of any term or obligation hereof, or the waiver by either party of any breach
hereof, shall not prevent any subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach. 
This letter agreement may be amended or modified only by a written
instrument signed by you and an expressly authorized representative of AGA.


 

















 


If the above terms are acceptable to you, please execute where provided
below and return the original to me at your earliest convenience.  On behalf of AGA, I look forward to working
with you to serve AGA and its patients.


 


	
  Sincerely,

  	
  Agreed and Accepted:

  
	
   

  	
   

  
	
  /s/ Ronald E. Lund

  	
   

  	
  By: 

  	
  /s/ Franck L. Gougeon

  
	
  Ronald Lund

  	
   

  	
   

  	
   

  
	
  General Counsel and Secretary

  	
  Dated: 

  	
  6-20-08